Corporate governance has been identified by the Chinese government
as the core element of the “modern enterprise system.” The policy focus on corporate governance reflects the significant progress that China has made in building market institutions and the importance it attaches to changing corporate behavior.

The concept of governance is not a new one but nowadays we hear words as corporate governance, organizational governance or good governance frequently. Actually corporate governance or, as defined in ISO FDIS 26000, organizational governance is the system by which an organization makes and implements decisions in pursuit of its objectives. Simply put “governance” means: the process of decision-making and the process by which decisions are implemented (or not implemented).

This volume grew out of a study group on corporate governance at the Research
Institute of Economy, Trade and Industry (RIETI) in 2002. The project was
motivated by a concern to take stock of the changes underway in corporate
governance in Japan. Our feeling was that the conventional understanding about
the Japanese Wrm was increasingly becoming outdated.

The objective of the study was to identify the ways in which information assurance can be embedded into corporate risk management processes in the changing UK corporate governance environment. Corporate governance now calls for effective management of risks but board-level awareness is not yet being translated into effective controls.

In this chapter you will learn: Learn the free market system and business; understand the role and responsibility of business in society; understand the primary goal of corporate governance; recognize that effective corporate governance is established through power sharing among all participants, particularly shareholders, boards of directors, and management;...

Chapter Objectives: Identify the corporate governance developments in the post-sox era, understand how corporate governance is designed , define corporate governance structure and its components of principles, functions, and mechanisms, illustrate how corporate governance has evolved from compliance function to a strategic imperative,...

Chapter 6 introduce the managerial function of corporate governance; understand the roles, responsibilities, and duties of corporate senior executives, including the CEO and CFO; identify the components of executive compensation and illustrate how each of these components relates to effective corporate governance; identify the financial reporting requirements of public companies and SOX provisions that pertain to management certifications of financial reports and internal controls;...

This chapter recognize the role independent auditors play in achieving effective corporate governance and reliable financial reports; understand the history of auditing, the traditional roles of auditors, and regulations recently placed on them; address the expectation gap regarding what auditors can provide in the way of reasonable assurance and the expectations of investors for a higher level of assurance;...

Chapter 10 discuss shareholder responsibilities in monitoring the effectiveness and validity of corporate governance, provide insight for strengthening shareholder rights, discuss the role institutional investors play in ensuring effective and responsible corporate governance, provide methods employees can use to participate in the monitoring of corporate governance and examine activities by investor activists to strengthen corporate governance reforms.

In this chapter you will: Understand the advisory function of corporate governance normally provided by legal counsel, financial advisors, and investment banks; recognize the traditional role of legal counsel and how it has changed, as well as the lines of communication between legal counsel, the company, and its board of directors; identify the rules and regulations implemented by the SEC for corporate attorneys;...

Chapter objectives: Discuss the purpose and roles of NPOs, evaluate SOX and its potential application to private companies and NPOs, present the corporate governance principles, mechanisms, and functions found in public companies in a comparable structure for use in private companies and NPOs, elaborate on the duties of the audit committee of NPOs, reiterate the importance of an effective internal control structure for entities of all types and sizes.

In this chapter you will: Realize that corporate governance is evolving and the structure varies across countries, industries, and companies; understand the history of corporate governance; identify and list the cross-country factors that differentiate corporate governance structure; identify the challenges of the global business and financial markets;...

Global Corporate Finance provides students with the practical skills needed to understand global financial problems and techniques. The fifth edition of this essential text emphasizes shareholder value and corporate governance, global strategy, and corporate finance practice. With the addition of 26 new case studies, an enhanced focus on international topics, and increased coverage of emerging markets, the new edition is an indispensable text for undergraduate and graduate students.

Over the last two decades there has been a notable increase in the number
of corporate governance codes and principles, as well as a range of
improvements in structures and mechanisms. Despite this, corporate governance
failed to prevent a widespread default of fiduciary duties of
corporate boards and managerial responsibilities in the finance industry,
which contributed to the 2007–2010 global financial crisis.

Corporate governance is about who controls corporations and why. In the United States, the legal ‘‘who’’ is the owners of the corporation’s common stock—the shareholders. However, the reality—even the legal reality—is much more complicated, and the ‘‘why’’ is to be found in historic American concerns about the connections between ownership, social responsibility, economic progress, and the role of markets in fostering a stable pluralistic democracy.